M2B World Asia Pacific v Matsumura: Oral Agreement & Failure of Consideration
In M2B World Asia Pacific Pte Ltd v Matsumura Akihiko, the Singapore High Court heard a claim by M2B World Asia Pacific Pte Ltd against Mr. Matsumura Akihiko for breach of an oral agreement where Mr. Matsumura allegedly agreed to secure advertising contracts for M2B's web-based television channel in return for a commission. M2B claimed repayment of US$1 million paid as advance commission due to total failure of consideration. The High Court allowed the Plaintiff's appeal and ordered that judgment be entered for the Plaintiff in the sum of US$1m and interest.
1. Case Overview
1.1 Court
High Court1.2 Outcome
Judgment for Plaintiff
1.3 Case Type
Civil
1.4 Judgment Type
Grounds of Decision
1.5 Jurisdiction
Singapore
1.6 Description
Singapore High Court case involving M2B World Asia Pacific's claim against Matsumura for breach of an oral agreement and failure of consideration. The court entered judgment for the Plaintiff.
1.7 Decision Date
2. Parties and Outcomes
| Party Name | Role | Type | Outcome | Outcome Type | Counsels |
|---|---|---|---|---|---|
| M2B World Asia Pacific Pte Ltd | Plaintiff, Appellant | Corporation | Appeal Allowed | Won | |
| Matsumura Akihiko | Defendant, Respondent | Individual | Appeal Dismissed | Lost |
3. Judges
| Judge Name | Title | Delivered Judgment |
|---|---|---|
| Judith Prakash | Judge | Yes |
4. Counsels
| Counsel Name | Organization |
|---|---|
| Tang Gee Ni | G N Tang & Co |
| Zheng Sicong | Rajah & Tann LLP |
4. Facts
- Plaintiff claimed Defendant agreed to secure advertising contracts worth at least US$10m annually for Plaintiff’s web-based television channel.
- Plaintiff claimed it agreed to pay Defendant US$1m in commission annually for securing the advertising contracts.
- Plaintiff claimed it paid Defendant US$1m as advance commission through Central Point Co Ltd.
- Defendant denied the existence of the oral agreement and claimed the US$1m was received on behalf of a third party.
- Dentsu did not award any advertising contracts to Plaintiff’s WOWtv.
- Defendant's explanation for receiving the US$1m changed multiple times throughout the proceedings.
5. Formal Citations
- M2B World Asia Pacific Pte Ltd v Matsumura Akihiko, Suit No 944 of 2013 (Registrar's Appeals Nos 41 and 45 of 2014), [2014] SGHC 225
6. Timeline
| Date | Event |
|---|---|
| Defendant was asked to help the Plaintiff secure advertisement contracts for WOWtv. | |
| Plaintiff and Defendant allegedly reached an oral agreement. | |
| Central Point Co Ltd paid US$1m to the Defendant on behalf of the Plaintiff. | |
| Plaintiff sent the Defendant a letter of demand claiming the return of US$1m. | |
| Plaintiff commenced action against the Defendant. | |
| Plaintiff took out a summary judgment application. | |
| Assistant Registrar heard the summary judgment application and granted the Defendant leave to defend the action on condition. | |
| High Court heard appeals and dismissed the Defendant’s appeal but allowed the Plaintiff’s appeal. | |
| Judgment issued. |
7. Legal Issues
- Breach of Oral Agreement
- Outcome: The court found that the Defendant had not raised a bona fide defence to the Plaintiff’s claim.
- Category: Substantive
- Failure of Consideration
- Outcome: The court established the Plaintiff's claim for the repayment of US$1m for total failure of consideration on a prima facie basis.
- Category: Substantive
- Summary Judgment
- Outcome: The court allowed the Plaintiff's appeal and ordered that judgment be entered for the Plaintiff.
- Category: Procedural
8. Remedies Sought
- Repayment of US$1 million
- Interest
9. Cause of Actions
- Breach of Contract
- Failure of Consideration
10. Practice Areas
- Commercial Litigation
11. Industries
- Advertising
- Media
- Entertainment
12. Cited Cases
| Case Name | Court | Affirmed | Citation | Jurisdiction | Significance |
|---|---|---|---|---|---|
| Ritzland Investment Pte Ltd v Grace Management & Consultancy Services Pte Ltd | High Court | Yes | [2014] 2 SLR 1342 | Singapore | Cited for the legal principles governing an application for summary judgment. |
| Prosperous Credit Pte Ltd v Gen Hwa Franchise International Pte Ltd | High Court | Yes | [1998] 1 SLR(R) 53 | Singapore | Cited for the principle that a court would not grant leave to defend if all the defendant provides is a mere assertion. |
| Bank Negara Malaysia v Mohd Ismail & Ors | Unknown | Yes | [1992] 1 MLJ 400 | Malaysia | Cited for the principle that a judge has a duty to reject assertions that are equivocal, lacking in precision, or inconsistent with undisputed documents. |
| Merchantbridge and Co Ltd v Safron General Partner I Ltd | England and Wales Court of Appeal (Civil Division) | Yes | [2005] EWCA Civ 158 | England and Wales | Cited to suggest that where an oral contract is sued on and the terms thereof or the contract’s very existence is disputed, the court should be cautious in granting summary judgment. |
| ED & F Man Commodity Advisers Ltd and another v Fluxo-Crane Overseas Ltd and another | England and Wales Court of Appeal (Civil Division) | Yes | [2009] EWCA Civ 406 | England and Wales | Cited to discourage the use of summary judgment procedure to test whether an oral agreement had been concluded. |
13. Applicable Rules
| Rule Name |
|---|
| No applicable rules |
14. Applicable Statutes
| Statute Name | Jurisdiction |
|---|---|
| Rules of Court (Cap 322, R 5, 2006 Rev Ed) | Singapore |
15. Key Terms and Keywords
15.1 Key Terms
- Oral agreement
- Advertising contracts
- Commission
- Failure of consideration
- Summary judgment
- Advance payment
- Dentsu
- WOWtv
15.2 Keywords
- oral agreement
- failure of consideration
- summary judgment
- advertising contracts
- commission
17. Areas of Law
| Area Name | Relevance Score |
|---|---|
| Summary Judgement | 80 |
| Breach of Contract | 70 |
| Contract Law | 70 |
| Evidence | 50 |
| Misrepresentation | 30 |
16. Subjects
- Contract Law
- Civil Procedure
- Commercial Dispute